We do not transfer legal ownership of items from the seller to the buyer, and nothing in this agreement shall modify the governing provisions of California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2), under which legal ownership of an item is transferred upon physical delivery of the item to the buyer by the seller. Unless the buyer and the seller agree otherwise, the buyer will become the item's lawful owner upon physical receipt of the item from the seller, in accordance with California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2). Further, we cannot guarantee continuous or secure access to our services, and operation of the Sites may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of our Sites. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

5. AuctionYard.com Payments.
  AuctionYard currently accepts credit card/debit card payments for all auction listings through Paypal. If you bid and do not respnd to the seller within 3 days of the auction ending to assure you are going to pay and make a payment within 5 days of the auction ending, AuctionYard may in it sole and absolute discretion (but shall not be required to) designate the next highest bidder (meeting the applicable minimum bid or reserve requirements) as the winning bidder. At AuctionYard's sole discretion, but without any obligation, alternate payment methods may be arranged with the product purchaser(s) in the case where a payment method has been declined.
6. AuctionYard Reservation of Rights.
  AuctionYard retains the right, but does not have the obligation, to immediately halt any auction or product sale, prevent or restrict access to the Site or the Services or take any other action in case of technical problems, objectionable material, inaccurate listings, inappropriately categorized items, auction inaccuracies, product inaccuracies, unlawful items, items, procedures, or actions otherwise prohibited by the procedures and guidelines contained on the Site, or for any other reason in the sole and absolute discretion of AuctionYard, and to correct any inaccurate listing, auction inaccuracies, product inaccuracies, inappropriately categorized items or technical problems on the Site.
7. Your Transactions and Obligations.
  Bidders and buyers create different obligations by accessing the Site and using the Services. In the online Auction Marketplace, the seller must sell the product to the highest bidder that meets or exceeds the minimum price. Similarly, if a Merchant offers to sell an item by means of the Buy Now feature, the seller must sell the item to any buyer who elects to purchase the item through the Buy Now. For bidders, a bid or Buy it Now election is a legal offer to buy the product. Once the transaction closes, both the buyer and seller are obligated to complete the transaction.
Each transaction in the AuctionYard Direct Marketplace will indicate whether a reserve price has been established. If you are the highest bidder (meeting the applicable minimum bid or reserve requirements) or if you elect to purchase the item through a Buy it Now offer, your bid or Buy it Now election, as the case may be, is a legal offer to buy the product and you are obligated to complete the transaction. Bids and Buy it Now purchases are not retractable.  By entering into this Agreement and bidding on a product or making a Buy it Now purchase, you agree to complete the transaction as described by this Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.   You agree that it is the seller's and the buyer's responsibility to determine whether sales or use taxes apply to the transactions and to collect, report and remit the correct tax to the appropriate tax authority. You also agree that AuctionYard is not obligated to determine whether sales or use taxes apply and is not responsible to collect, remit or report any sales or use taxes arising from any transaction.
8. Password Security.
  Your password may be used only to access the Site, use the Services, electronically sign your transactions and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised you must change your password.
9. Access and Interference.
  The Site contains robot exclusion headers. Much of the information on the Site is updated on a real time basis and is proprietary of or is licensed to AuctionYard. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose. Additionally, you agree that you will not: (a) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except as otherwise provided herein); (c) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (d) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
10. Illegal Activity Compliance with Laws; Fraud.
   The Site and Services only may be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding use of the Services, including in regard to bidding, and purchasing items. You may not register under a false name or use an invalid or unauthorized credit card. You may not make bids under a false name, impersonate any participant, or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and AuctionYard will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
o Shill Bidding. You are strictly prohibited from placing bids or causing bids to be placed on any product for the purpose of artificially increasing or otherwise manipulating the bidding process on AuctionYard.com or the bid price of any product listed on the Site, or influencing user behavior on AuctionYard.com.
11. Breach. Without limiting other remedies,
   AuctionYard may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you: (a) if you breach this Agreement or the documents it incorporates by reference; (b) if AuctionYard or any Certified Merchant is unable to verify or authenticate any information you provide to AuctionYard; or (c) if AuctionYard believes that your actions may cause legal liability for you, other AuctionYard users or AuctionYard.
12. Privacy, Monitoring and Disclosure.
AuctionYard is committed to protecting your privacy.  We will not and do not sell or give your personal information to anyone outside AuctionYard. Investigation. As permitted by applicable law and consistent with our privacy policy, AuctionYard has the right, but not the obligation, to monitor any activity and content associated with this Site. AuctionYard may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access and/or removal of any materials on the Site, including listings and bids. AuctionYard reserves the right and has absolute discretion, to remove, screen or edit any content that violates these provisions or is otherwise objectionable.
Disclosure of Information. As permitted by applicable law, AuctionYard also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to protect AuctionYard's systems and customers, to allow users to resolve disputes, or to ensure the integrity and operation of AuctionYard's business and systems or other purposes deemed reasonable by AuctionYard, AuctionYard may access and disclose any information it considers necessary or appropriate, including, without limitation, user contact details, IP addressing and traffic information, usage history and posted content.
13. No Warranties.
THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. CUSTOMER'S USE OF AND RELIANCE THEREON ARE AT CUSTOMER'S OWN AND SOLE RISK. AUCTIONYARD MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
o THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
o THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR;
o THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF OFFER, LAWFUL TO SELL, OR THAT CERTIFIED MERCHANTS WILL PERFORM AS PROMISED;
o ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
o ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF AUCTIONYARD.
14. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AUCTIONYARD DISCLAIMS ANY AND ALL SUCH WARRANTIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, WHICH YOU OBTAIN FROM AUCTIONYARD OR THROUGH THE USE OF SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
15. General Release. BECAUSE AUCTIONYARD IS NOT THE SELLER IN TRANSACTIONS BETWEEN BUYERS AND CERTIFIED MERCHANTS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE AUCTIONYARD (AND ITS AFFILIATES, AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." YOU, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY AUCTIONYARD.
16. Limitation of Liability. AUCTIONYARD WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES WHETHER SUCH DAMAGES ARISE UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
17. Indemnity. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD AUCTIONYARD AND OUR SUBSIDIARIES, PARENTS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES) ARISING FROM OR IN CONNECTION WITH (A) YOUR BREACH OF THIS AGREEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE; (B) YOUR VIOLATION OF ANY STATE, FEDERAL FOREIGN OR INTERNATIONAL LAWS, CODES OR REGULATIONS; AND/OR (C) YOUR VIOLATION OF ANY THIRD PARTY'S RIGHTS, INCLUDING, BUT NOT LIMITED TO, INFRINGEMENT OF ANY COPYRIGHT, VIOLATION OF ANY PROPRIETARY RIGHT AND INVASION OF ANY PRIVACY RIGHTS. THIS OBLIGATION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
18. Applicable Law. This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Auction Yard must be resolved by a court located in Orange County, California, except as otherwise agreed by both parties. You agree to submit to the personal jurisdiction of the courts located within Orange County, California for the purpose of litigating all such claims or disputes
19. Arbitration. YOU AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR OUR SERVICES SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION SHALL BE CONDUCTED IN CHICAGO, ILLINOIS, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. EITHER YOU OR AUCTIONYARD MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION IN CHICAGO, ILLINOIS, IF NECESSARY TO PROTECT THE RIGHTS OR PROPERTY OF YOU OR AUCTIONYARD PENDING THE COMPLETION OF ARBITRATION AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS.
20. Certified Merchant Disputes. Because AuctionYard is not the seller in the actual transaction between Certified Merchants and buyers and is not the agent of either for any purpose, AuctionYard does not have the duty to resolve and will not be involved in resolving any disputes between participants related to or arising out of any such transaction.
21. Licenses. AuctionYard.com grants a limited license to each participant to make personal use only of the Site and the Services in accordance with this Agreement. This license expressly excludes, without limitation, any reproduction, duplication, sale, resale or other commercial use of the Site and the Services (other than the buying and selling of items in accordance with this Agreement), making any derivative of the Site or the Services, the collection and use of participant e-mail addresses or other participant information, ratings or listings, or any data extraction or data mining whatsoever.
22. Termination. AuctionYard, in its sole discretion, may terminate or modify this Agreement, access to the Site or the Services, or any current transaction immediately without notice for any reason.
23. Copyright. If you believe that you have been defamed in some manner by the AuctionYard Web site or your own work has been copied in a way that constitutes copyright infringement, please provide AuctionYard's Copyright Agent the following information in writing: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest or the person defamed, along with your address, phone number, and email address; (b) a description of the defamatory material, or the copyrighted work that you believe has been infringed, and a description of where the material that you claim is defamatory or infringing your rights is located on the AuctionYard Web site; (c) a statement by you that you have a bona fide, good faith belief that the defamatory activity has occurred or that the use by a third party of your proprietary rights is not permitted by the copyright owner or by law; and (d) a statement that the information provided is accurate and that, under penalty of perjury, you are the allegedly defamed party or the copyright owner or authorized agent to at on the copyright owner's or allegedly defamed person's behalf.